Beauty Farm Medical and Health Industry Inc. (“Beauty Farm Med”, stock code: 02373) has adopted its Third Amended and Restated Memorandum and Articles of Association (M&A) by special resolution dated 26 June 2026. Key points are as follows:
• Capital Structure – Authorised share capital is fixed at US$50,000, divided into 10.00 billion shares of US$0.000005 par value each. – The Board is empowered to issue shares with preferred, deferred or other special rights; create or issue redeemable shares; and issue warrants. – The company may repurchase its own shares, hold them as treasury shares and re-issue, transfer or cancel them in line with Cayman Islands law and Hong Kong Listing Rules.
• Shareholder Rights & Meetings – Quorum for general meetings is two members; if Beauty Farm Med has only one registered member, that single member forms a quorum. – All general meetings (annual, extraordinary, adjourned or postponed) can be held as physical, hybrid or fully electronic meetings, with provisions for multiple venues and real-time electronic participation. – Shareholders may receive notices and corporate communications electronically, including via the company’s website.
• Board Composition & Governance – The Board must comprise at least two directors; one-third retire by rotation at each annual general meeting and are eligible for re-election at least once every three years. – Directors may be removed by ordinary resolution and may appoint alternates. – Directors with material interests are excluded from voting on relevant board resolutions, in line with Listing Rules.
• Dividend Policy – Dividends may be declared by shareholders up to the amount recommended by the Board. – The Board can pay interim, half-yearly or special dividends and may offer scrip dividends or cash at shareholders’ election. – Unclaimed dividends may be invested for the company’s benefit after one year and forfeited after six years.
• Other Provisions – Financial year-end is 31 December. – The company can merge, consolidate or migrate by way of continuation subject to special resolution. – Directors, officers and auditors are entitled to indemnification from company assets against liabilities incurred in their duties.
These updated constitutional documents align Beauty Farm Med’s governance framework with the latest Cayman Islands Companies Act revisions and Hong Kong Listing Rules, providing enhanced flexibility in capital management, meeting formats and shareholder communications.
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